**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

**FORM 10-Q**

**[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934**

**For the quarterly period ended March 31, 2000**

**OR**

**[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**For the transition period from ________to _________**

**Commission file number 0-22369**

**RAMP NETWORKS, INC.**
(Exact name of Registrant as specified in its charter)



|**Delaware**                                                   | **77-0366874**                         
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

**3100 De La Cruz BoulevardSanta Clara, CA 95054**(Address of principal executive offices)

**(408) 988-5353**(Registrant's telephone number, including area code)







Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]



As of March 31, 2000, there were 21,269,331 shares of the
Registrant's Common Stock outstanding.







**Ramp Networks, Inc.
      QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2000
                                TABLE OF CONTENTS**



|**PART I.   FINANCIAL INFORMATION**                                                                                   | **Page No.**
|--------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                      |             
|Item 1.   Interim Condensed Consolidated Financial Statements
                  (unaudited):                          |             
|                                                                                                                      |             
|Condensed Consolidated Balance Sheets at March 31, 2000 and
     December 31, 1999                                    | **          
|                                                                                                                      |             
|Condensed Consolidated Statements of Operations for the
          
    three months ended March 31, 2000 and 1999     | **          
|                                                                                                                      |             
|Condensed Consolidated Statements of Cash Flows for the
          
    three months ended March 31, 2000 and 1999     | **          
|                                                                                                                      |             
|Notes to Financial Statements                                                                                         | **          
|                                                                                                                      |             
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | **          
|                                                                                                                      |             
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                  | **          
|                                                                                                                      |             
|**PART II.  OTHER INFORMATION**                                                                                       |             
|                                                                                                                      |             
|Item 1.   Legal Proceedings                                                                                           | **          
|                                                                                                                      |             
|Item 2.   Changes in Securities and Use of Proceeds                                                                   | **          
|                                                                                                                      |             
|Item 3.   Defaults Upon Senior Securities                                                                             | **          
|                                                                                                                      |             
|Item 4.   Submission of Matters to a Vote of Security Holders                                                         | **          
|                                                                                                                      |             
|Item 5.   Other Information                                                                                           | **          
|                                                                                                                      |             
|Item 6.   Exhibits and Reports on Form 8-K                                                                            | **          
|                                                                                                                      |             
|**Signature**                                                                                                         | **          

---

**PART I -- FINANCIAL INFORMATION**

**Item 1.  Financial Statements**

---

**Ramp Networks, Inc.****Condensed Consolidated Balance Sheets
                      (In thousands, except per share amounts)**

`March 31,  December 31,
                                                         2000          1999
                                                     ------------  ------------
                                                     (unaudited)
                          ASSETS
Current Assets:
  Cash and cash equivalents........................      $11,115       $12,530
  Marketable securities............................       21,537        27,590
  Accounts receivable, net.........................        6,100         4,523
  Inventory........................................        3,396         2,273
  Prepaid expenses and other current assets........        1,410           900
                                                     ------------  ------------
   Total current assets............................       43,558        47,816
Property and equipment, net........................        2,286         1,724
Other assets.......................................          403           375
                                                     ------------  ------------
   Total assets....................................      $46,247       $49,915
                                                     ============  ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current portion of capital lease obligation......         $103          $101
  Current portion of long-term debt................        2,307         2,233
  Accounts payable.................................        4,758         2,634
  Accrued liabilities..............................        2,658         3,440
                                                     ------------  ------------
   Total current liabilities.......................        9,826         8,408
Capital lease obligations, less
 current portion...................................          151           178
Long-term debt, less current portion...............        2,845         3,449
                                                     ------------  ------------
   Total liabilities...............................       12,822        12,035
                                                     ------------  ------------

Stockholders' equity:
  Preferred stock - 5,000 authorized, $.001
    par value, no shares issued at March
    31, 2000 and December 31, 1999.................           --            --
  Common stock - 100,000 authorized, $.001
    par value, issued and outstanding -
    21,269 and 21,097 at March 31, 2000 and
    December 31, 1999, respectively ...............           21            21
  Additional paid-in capital.......................       87,622        86,689
  Deferred stock compensation......................       (1,581)       (1,723)
  Accumulated deficit..............................      (52,637)      (47,107)
                                                     ------------  ------------
   Total stockholders' equity......................       33,425        37,880
                                                     ------------  ------------
   Total liabilities and stockholders' equity......      $46,247       $49,915
                                                     ============  ============`

See accompanying Notes to Condensed Consolidated Financial Statements.

---

**Ramp Networks, Inc.****Condensed Consolidated Statements of Operations
                 (Amounts in thousands, except per share data)
                                (unaudited)**

`Three Months Ended
                                              March 31,
                                         -------------------
                                            2000      1999
                                         --------- ---------
Revenue................................    $5,583    $3,883
Cost of revenue........................     3,840     2,612
                                         --------- ---------
Gross margin...........................     1,743     1,271
                                         --------- ---------

Operating expenses:
  Research and development
    (excluding amortization of
    deferred stock compensation of
    $58 in 2000 and $166 in 1999)......     1,662     1,258
  Sales and marketing
    (excluding amortization of
    deferred stock compensation of
    $51 in 2000 and $135in 1999)......      4,560     2,097
  General and administrative
    (excluding amortization of
    deferred stock compensation of
    $33 in 2000 and $75 in 1999)......      1,132       471
  Amortization of deferred
     compensation......................       142       376
                                         --------- ---------
Total operating expenses...............     7,496     4,202
                                         --------- ---------
Loss from operations...................    (5,753)   (2,931)
Interest expense.......................      (223)      (34)
Other income (expense).................       446       (24)
                                         --------- ---------
Net loss...............................   ($5,530)  ($2,989)
                                         ========= =========


Basic and diluted net loss per             ($0.26)   ($0.71)
                                         ========= =========
Shares used in computing basic and
  diluted net loss per common share.....   21,183     4,232
                                         ========= =========`

See accompanying Notes to Condensed Consolidated Financial Statements.

---

**Ramp Networks, Inc.****Condensed Consolidated Statements of Cash Flows****(Amounts in thousands)
                               (Unaudited)**

`Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                              2000        1999
                                                          ----------  ----------
Operating activities:
  Net loss.............................................     ($5,530)    ($2,989)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation.......................................         190         141
    Gain on disposal of fixed assets...................         --          (19)
    Noncash compensation expense.......................         181         484
    Provision for doubtful accounts....................          45           8
    Provision for excess and obsolete inventory........         --           25
    Changes in operating assets and liabilities:
      Accounts receivable..............................      (1,622)       (816)
      Inventory........................................      (1,123)     (1,074)
      Prepaid expenses and other assets................        (538)       (130)
      Accounts payable.................................       2,124         721
      Accrued liabilities..............................        (124)        492
                                                          ----------  ----------
        Net cash used in operating activities..........      (6,397)     (3,157)
                                                          ----------  ----------
Investing activities:
  Purchase of property and equipment...................        (752)       (128)
  Proceeds from sale of assets.........................         --           44
  Maturities of short term investments.................      11,000         --
  Purchases of short term investments..................      (4,947)        --
                                                          ----------  ----------
        Net cash provided (used) by investing
          activities...................................       5,301         (84)
                                                          ----------  ----------
Financing activities:
  Principal payments on capital lease obligations......         (25)        (30)
  Borrowings under long term debt agreements...........         --        4,303
  Repayments of long term debt.........................        (530)        (94)
  Net proceeds from issuance of common stock...........         236          45
                                                          ----------  ----------
        Net cash (used) provided by financing
          activities...................................        (319)      4,224
                                                          ----------  ----------
Net increase (decrease) in cash and cash equivalents...      (1,415)        983
Cash and cash equivalents, beginning of period.........      12,530       3,764
                                                          ----------  ----------
Cash and cash equivalents, end of period...............     $11,115      $4,747
                                                          ==========  ==========`

See accompanying Notes to Condensed Consolidated Financial Statements.

---

**Ramp Networks, Inc.

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

1. Nature of Operations

Ramp Networks, Inc. ("Ramp"), formerly Trancell Systems, Inc., a California
corporation, was incorporated on February 17, 1994 and re-incorporated in Delaware in June 1999. Ramp develops, designs,
manufactures and markets multi-user Internet access devices designed for small business and home use. Ramp sells its products through
distributors and value added resellers and to original equipment manufacturers located in the United States and abroad.





2. Summary of Significant Accounting Policies:



Basis of Presentation

The condensed consolidated financial statements have been prepared by Ramp, pursuant to the rules and
regulations of the Securities and Exchange Commission and include the accounts of Ramp Networks, Inc., and its wholly-owned
subsidiary (collectively the "Company"). Certain information and footnote disclosures, normally included in financial statements
prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to
such rules and regulations. In the opinion of the Company, the unaudited financial statements reflect all adjustments, consisting
only of normal recurring adjustments,  necessary for a fair presentation of the financial position at March 31, 2000 and the
operating results and cash flows for the three months ended March 31, 2000 and 1999.



The condensed consolidated balance sheet at December 31, 1999 has been derived from audited financial statements
as of that date. These financial statements and notes should be read in conjunction with the Company's audited consolidated financial
statements and notes thereto, included in the Company's Form 10-K filed with the Securities and Exchange Commission.



The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results
that may be expected for the future quarters or the year ending December 31, 2000.





Use of Estimates in Preparation of Condensed Consolidated Financial Statements



The preparation of condensed consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, and reported amounts of revenues and expenses during the reporting period. Actual results may differ from those
estimates.



Sales and marketing

Advertising and promotional costs are expensed as incurred. Advertising and promotional costs for the three months ended March
31, 2000 and 1999, were approximately $770,000 and $256,000, respectively.

Revenue Recognition

Ramp's revenue consists principally of amounts earned from the sale of
manufactured products. Revenue is recognized upon transfer of title and risks
of ownership, which generally occurs upon product shipment. Certain agreements
with distributors and retailers provide for rights of return, co-op
advertising, price protection, and stock rotation rights. Ramp has reviewed the
requirements of SFAS No. 48, "Revenue Recognition When Right of Return Exists",
and has concluded that they have sufficient history and experience to quantify
reserves required for these provisions. Accordingly, Ramp provides an allowance
for returns and price adjustments and provides a warranty reserve at the point
of revenue recognition. Reserves are adjusted periodically based upon
historical experience and anticipated future returns, price adjustments, and
warranty costs.



Comprehensive Loss



In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which Ramp adopted beginning on January 1,
1998. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components in a full set of
general purpose financial statements. The objective of SFAS No. 130 is to report a measure of all changes in equity of an enterprise
that result from transactions and other economic events of the period other than transactions with shareholders ("comprehensive
loss"). Comprehensive loss is the total of net loss and all other non-owner changes in equity. For the three months ended March 31,
2000 and 1999, the Company's comprehensive loss was equal to its net loss.

Net Loss Per Common Share

Basic net loss per common share is computed using the weighted average number of shares
of common stock outstanding. The Company issued 3,853,000 shares of common stock and converted all of its outstanding redeemable
convertible preferred stock to common stock on June 22, 1999, the date of the Company's initial public offering. Additionally, in
July 1999, the underwriters of the initial public offering exercised their over-allotment option to purchase 600,000 shares of the
Company's common stock.

Basic and diluted net loss per common share are the same in the accompanying condensed consolidated statements of operations
since potential common shares from conversion of preferred stock and warrants, prior to their conversion to common stock,  stock
options and shares subject to repurchase are antidilutive for computing diluted net loss per common share. The Company evaluated the
requirements of the Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 98 and concluded that there are no nominal
issuances of common stock or potential common stock which would be required to be shown as outstanding for all periods as outlined in
SAB No. 98.



Segment and Significant Customer Reporting



During 1998, Ramp adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 requires a new basis of
determining reportable business segments, i.e., the management approach. This
approach requires that business segment information used by management to
assess performance and manage company resources be the source for information
disclosure.

On this basis, Ramp is organized and operates as one business
segment, the design, development, manufacture, and marketing of multi-user
internet access devices designed for small business and home use.

Revenue by region as a percentage of total revenue is as follows:

`Three Months Ended
                                                    March 31,
                                            -----------------------
                                                2000        1999
                                            ----------- -----------
   North America.........................           87%         89%
   Pacific Rim...........................            8%          5%
   Europe................................            5%          6%
                                            ----------- -----------
      Total revenue......................          100%        100%
                                            =========== ===========`

The Company's customers representing 10% or more of total revenues were as follows:

`Three Months Ended
                                                    March 31,
                                            -----------------------
                                                2000        1999
                                            ----------- -----------
   Ingram Micro..........................           28%         26%
   Tech Data.............................           28%         16%
   Compaq................................           --%         11%
   Telsource Corp........................           14%         --%`

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization for
all property and equipment is computed using the straight-line method over the
estimated useful lives of the assets, generally one to five years. Leasehold
improvements and other leased assets are amortized over the shorter of their
useful lives or the term of the lease. Repairs and maintenance costs are expensed as incurred.

Accounting For Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which requires
companies to record derivative financial instruments on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedging accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
SFAS No. 133 is effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. Management does not believe this Statement will have a material impact on the financial condition or results
of the operations as the Company does not currently hold any derivative instruments and does not engage in hedging activities.

Reclassifications



Certain prior year amounts may have been reclassified to conform to the current
year presentation.

NOTE 3.     INVENTORY

Inventories consisted of the following (in thousands):

`March 31,  December 31,
                                               2000        1999
                                            ----------- -----------
   Raw materials...........................       $554        $699
   Finished goods..........................      2,842       1,574
                                            ----------- -----------
                                                $3,396      $2,273
                                            =========== ===========`

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations



Certain statements in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" are forward-looking statements that involve risks and
uncertainties. Words such as "anticipates", "expects", "intends", "plans", "believes",
"seeks", "estimates", and similar expressions identify such forward-looking statements.  The forward-looking statements contained
herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward-looking statements. Factors that might cause such a difference include, among other
things, those set forth under "Overview", "Liquidity and Capital Resources" and "Risk Factors" included in this section and those
appearing elsewhere in this Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis only as of the date hereof. The Company assumes no obligation to update these forward-looking
statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.



OVERVIEW

Ramp Networks is a leading provider of easy-to-use, reliable and affordable
shared Internet access solutions for the small office market, which includes
small businesses, remote and branch offices of large corporations, and home
offices. Our WebRamp product family allows multiple users in a small office to
share the same Internet connection simultaneously while optimizing each user's
access speed. Our WebRamp product family is a flexible and scalable platform
that provides software-based routing and bridging functionality to deliver
Internet-enabled applications and services. Our products support existing
analog phone lines, as well as ISDN and emerging access technologies such as
DSL and cable modems. Our Connection Optimized Link Technology enables multiple
users to access the Internet simultaneously through regular phone lines and
analog modems at up to three times the access speed of a single analog
connection.

We were incorporated in California in February 1994 and reincorporated in
Delaware in June 1999. Our wholly-owned subsidiary, Ramp Networks Private
Limited, is incorporated in India and performs research and development
us. From our inception in February 1994 through early 1995, we were focused on developing products for the asynchronous transfer
mode market. We subsequently
licensed this technology to a related party and focused on the small office
market for shared Internet access solutions. From early 1995 through May 1996
our operating activities were related primarily to developing, prototyping and
testing our first WebRamp product, staffing our administrative, sales and
marketing and operations organizations and establishing relationships with
Value Added Resellers (VAR's), Internet Service Providers (ISP's) and mail order catalogs for the distribution of our products.
June 1996, we commenced shipments of our first ISDN-based WebRamp product. The quarter ended March 31, 2000 was the first quarter
that the Company has shipped volume production units of all its DSL products, namely; ADSL - WebRamp 600I , SDSL WebRamp 500I and
WebRamp 510I, and IDSL - WebRamp 450i.

Our revenue is derived primarily from the sale of our WebRamp family of
products. We market and sell our products via a two-tier distribution system
primarily to distributors, such as Ingram Micro and Tech Data (in North America), who then resell our products to VAR's, selected
retail outlets, mail order catalogs and ISP's. These VAR's then sell our products to end-users. Additionally, we also sell our
products to Original Equipment Manufacturers (OEM) and with the advent of our DSL portfolio will sell to VAR's and ISP's that work
directly with DSL service providers or carriers. The Company's customers representing 10% or more of total revenues for the three
months ended March 31, 2000 and 1999, were as follows:

`Three Months Ended
                                                    March 31,
                                            -----------------------
                                                2000        1999
                                            ----------- -----------
   Ingram Micro..........................           28%         26%
   Tech Data.............................           28%         16%
   Compaq................................           --%         11%
   Telsource Corp........................           14%         --%`



The level of sales to any customer may vary from quarter to quarter. However, we expect that sales to Ingram Micro and Tech Data
will continue to represent a significant portion of our revenue.

The Company's international sales currently are U.S. dollar-denominated. As a result, an increase in the value of the U.S.
dollar relative to foreign currencies could make our products less competitive in international markets. In the future, we may elect
to invoice some of our international customers in local currency. Doing so will expose us to losses due to fluctuations in exchange
rates between the U.S. dollar and the particular local currency. We may choose to limit any currency exposure through the purchase of
forward foreign exchange contracts or other hedging strategies, but such strategies may not be
successful in avoiding exchange-related losses. See "Risk Factors. If We Are Not Successful
in Expanding Our Business in International Markets, Our Growth Will  Suffer". Revenue by
geographical region as a percentage of the Company's total revenue is as follows:

`Three Months Ended
                                                    March 31,
                                            -----------------------
                                                2000        1999
                                            ----------- -----------
   North America.........................           87%         89%
   Pacific Rim...........................            8%          5%
   Europe................................            5%          6%
                                            ----------- -----------
      Total revenue......................          100%        100%
                                            =========== ===========`

Revenue is recognized upon transfer of title and risks of ownership, which
generally occurs upon product shipment. Certain agreements with distributors
and retailers provide for rights of return, co-op advertising, price protection
and stock rotation rights. We provide an allowance for returns and price
adjustments and provide a warranty reserve at the point of revenue recognition.
Reserves are adjusted periodically based upon historical experience and
anticipated future returns, price adjustments and warranty costs.

We generally expect to experience price pressure due to the impact of competition, and average selling prices have varied
considerably in the past  based on such price pressure and also with the mix of the various products shipped by the Company.
Additionally, OEM unit pricing is generally lower than distribution pricing. Pricing in the OEM market depends on the specific
features and functional content of the products sold, the degree of integration with the OEM's products, purchase volumes and the
level of sales and service support.

The Company uses "turn-key" suppliers for the purchase, assembly and packaging of all products sold that require hardware
components. From time to time the Company has made strategic purchases of material components from vendors to ensure supply of
critical components for its products. Significant portions of the critical components used in the Company's products are multi-source
to ensure adequate supply to our turn-key vendors. Key components such as processors and certain types of memory, including "flash"
memory, are and have been a consistent variable in the market place for both supply and price. As such the Company continually
manages such supply with vendors to meet the requirements of its own demand for finished products.

Until recently, our cost of revenue has declined as a percentage of revenue since we first began shipping products. The initial
higher cost of revenue included higher component and manufacturing costs associated with lower initial production volumes, as well as
overhead costs which were applied to a lower number of units produced. As volumes have increased, our cost of revenue has declined as
a percentage of revenue as a result of lower costs in components, manufacturing and overhead on a per-unit basis. Our gross margins
are affected by fluctuations in manufacturing volumes and component costs, and the mix of products sold. During the three months
ended March 31, 2000, gross margin as a percentage of revenue declined as compared to the three months ended March 31, 1999 and the
three months ended December 31, 1999. During the three months ended March 31, 2000, the Company's revenue included significantly
higher unit volumes of its new DSL products. These products currently have higher unit costs as volume production levels have not
been achieved, as yet, with the Company's vendors that supply such products. As the DSL product volumes increase, the cost per unit
of these products will reduce and should be reflected by higher gross margin as a percentage of revenue. Although the Company expects
the gross margin as a percentage of revenue to improve, the product portfolio for DSL products is varied and as such the
manufacturing costs of the different products vary also. Predicting the future mix of such volumes is difficult and as such we cannot
assure you that we will maintain or increase our gross margins as a percentage or revenues.

Research and development expenses consist primarily of salaries and related
personnel expenses, fees paid to consultants and outside service providers,
and prototyping expenses related to the design, development and testing of our
products. Sales and marketing expenses consist primarily of salaries,
commissions and related expenses for personnel engaged in marketing, sales and
support functions, as well as costs associated with promotional and other
sales activities. General and administrative expenses consist primarily of
salaries and related expenses for executive, finance and human resources
personnel, professional fees, and other corporate expenses. We expect expenses
relating to research and development, sales and marketing, general and
administrative and operations to increase in absolute dollars. However, the
percentage of revenue that each of these categories represents will vary
depending on the rate of our revenue growth and investments that may be
required to support the development of new products and our penetration of new
markets.

Since our inception, we have incurred significant losses and, as of March 31,
2000, we had an accumulated deficit of $52.6 million. These losses have
resulted primarily from our activities to develop our products, establish
brand recognition and to develop our distribution channels.

As of December 31, 1999, we had net operating loss carryforwards of $41 million for federal purposes and $16 million for state
purposes. The federal
and state net operating loss carry-forwards expire on various dates through
2019. We have provided a full valuation allowance against our deferred tax
assets, consisting primarily of net operating loss carry-forwards, because of
the uncertainty regarding their realization. Further, these net operating loss
carry-forwards could be subject to limitations due to changes in our ownership resulting from equity financing.



Results of Operations

The following table sets forth certain financial data for the periods
indicated as a percentage of revenue.

`Three Months Ended
                                              March 31,
                                         -------------------
                                            2000      1999
                                         --------- ---------

Revenue................................     100.0 %   100.0 %
Cost of revenue........................      68.8      67.3
                                         --------- ---------
Gross margin...........................      31.2      32.7
                                         --------- ---------

Operating expenses:
  Research and development.............      29.8      32.4
  Sales and marketing..................      81.7      54.0
  General and administrative...........      20.2      12.1
  Amortization of deferred
     compensation......................       2.5       9.7
                                         --------- ---------
Total operating expenses...............     134.2     108.2
                                         --------- ---------
Loss from operations...................    (103.0)    (75.5)
Interest expense.......................      (4.0)     (0.9)
Other income (expense).................       8.0      (0.6)
                                         --------- ---------
Net loss ..............................     (99.1)%   (77.0)%
                                         ========= =========`

Three Months Ended March 31, 2000 and 1999

Revenue. Revenue increased 44% to $5.6 million in the three
months ended March 31, 2000 from $3.9 million in the three months ended March 31, 1999. The increase was primarily due to continued
growth in the WebRamp 700 series of security products and the introduction of our DSL products dominated by the Company's new line of
SDSL and ADSL products servicing the "broadband" market. Revenue growth was reported in all geographic regions, with particular
strength in North America reflecting the growth in the security and broadband products.

Gross margin.
The company's total gross margin increased from $1.3 million, or 33% of revenue, for the three months ended March 31, 1999 to
$1.7 million, or 31% of revenue, for the three months ended March 31, 2000. The decline in gross margin as a percentage of revenue
resulted primarily from the higher unit volumes of DSL products which are currently supplied by the Company's vendors at low volume
and as such high unit prices. The Company expects the costs of these products to be reduced significantly in the future as volumes of
the Company's DSL product shipments continue to increase.

Research and development expenses.
Research and development expenses increased from $1.3 million, or 32% of revenue, for the three months ended March 31, 1999 to $1.7
million, or 30% of revenue, for the three months ended March 31, 2000. This increase reflects significant activity on engineering
projects associated with the introduction of the Company's new DSL products as well as efforts focused on "voice-over-DSL"
technologies. The Company expects research and development expenditures  to increase in the future as the Company  continues to
invest in new technologies.

Sales and marketing expenses.
Sales and marketing expenses increased from $2.1 million, or 54% of revenue, for the three months ended March 31, 1999 to $4.6
million, or 82% of revenue, for the three months ended March 31, 2000. Sales and marketing expenses for the three months ended March
31, 2000 reflects increased selling expenditures for the hire of new support staff for the carrier organization to support the
expansion into the DSL market. Additionally, the Company has expanded its advertising, promotions and marketing support efforts in
both Europe and the Pacific Rim region to develop further markets for the Company's products. The Company intends to continue to
pursue selling and marketing activities aggressively and, therefore, expects these costs to increase in absolute dollars in the
future, however, the expenditures as a percent of revenue should decline.

General and administrative expenses. General and administrative
expenses increased  from $0.5 million, or 12% of revenue, for the three months ended March 31, 1999 to $1.1 million, or 20% of
revenue, for the three months ended March 31, 2000. General and administrative expenses increased primarily due to the addition of
certain finance and administrative personnel, including a Chief Financial Officer. Additionally, the Company incurred costs for
recruiting, reflecting its active hiring program and the general high cost of recruiting in the current market
environment.

Amortization of deferred compensation.Amortization of deferred
compensation was $0.1 million and $0.4 million for the three months ended March 31, 2000 and 1999, respectively. This amortization is
associated with recorded deferred compensation of $2.5 million related to stock options  granted in the year ended December 31, 1998
and during the three months ended March 31, 1999 at less than their deemed fair market value. The Company amortizes the deferred
compensation over the vesting periods of the applicable options.



LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity as of March 31, 2000 consisted of $32.7 million in cash equivalents and marketable
securities, a $1.0 million fixed asset lease line, a working capital credit facility with a borrowing limit of up to the lower of
$5.0 million or 100% of eligible accounts receivable and 50% of inventory and a $3.0 million bridge loan facility. As of March 31,
2000, we had utilized $1.0 million under the fixed asset lease line. Borrowings under the fixed asset lease line bear interest at 7%,
are payable ratably over a 36 month term, are subject to a 15% termination payment and are secured by the fixed assets that are
leased under the line. As of March 31, 2000, we had borrowed $3.0 million under the working capital credit facility. Borrowings under
this facility bear interest at 8.4%, are payable ratably over a 36 month term, are subject to a termination payment of 12.5% and are
secured by our receivables and inventory. Also as of March 31, 2000, we had borrowed $3.0 million under our bridge loan facility.
Borrowings under this facility bear interest at 14.6% and are payable ratably over a 36 month term. Certain of these debt agreements
contain provisions that limit the payment of cash dividends.

Since inception, we have financed our operations primarily through the sale of stock, capital equipment lease lines and working
capital lines of credit.



Net cash used in operating activities was $6.4 million and $3.2 million in the three months ended March 31, 2000 and 1999,
respectively. The cash utilized in both periods was attributable primarily to net losses and working capital required to fund the
Company's growth in operations, including inventory and accounts receivable.

Net cash provided by investing activities was $5.3 million for the three months ended March 31, 2000, consisting primarily of
$6.1 million in maturities of marketable securities net of purchases of new marketable securities. Additionally, the cash provided by
investing activities for the three months ended March 31, 2000 consisted of the purchase of $0.8 million in property and equipment.
Cash used in investing activities was $0.1 million for the three months ended March 31, 1999 and reflected the purchase of property
and equipment. The Company has planned capital commitments of approximately $2.5 million for the year ending December 31, 2000.

Net cash used in financing activities was $0.3 million for the three months ended March 31, 2000 reflecting $0.5 million in the
scheduled pay down of the Company's debt offset by $0.2 million in cash generated from the issuance of common stock associated with
the exercise of employee stock options. Net cash provided by financing activities for the three months ended March 31, 1999 was $4.2
million and primarily reflected borrowings under the Company's debt agreements.

The Company believes that its current cash equivalents, marketable securities and debt facilities together with anticipated
future revenues will be sufficient to meet its anticipated cash needs for working capital and capital expenditures for at least the
next 12 months. See "Risk Factors - We expect to Continue to Experience Negative Cash Flow From Operations and Maybe Unable to Meet
Our Future Capital Requirements Through the Issuance of Additional Securities".



Year 2000 Readiness Disclosure

Many computers, software, and other equipment include computer code in which calendar year data is abbreviated to only two
digits. As a result of this design decision, there were many concerns that some of these systems would fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900, rather than 2000 when the calendar recently advanced from December 31,
1999 to January 1, 2000. This problem was commonly referred to as the "year 2000 problem."

In anticipation of this prevailing issue, the Company completed extensive reviews and testing to identify prospective problems
and completed conversions to alternative solutions that could handle the change to January 1, 2000. The Company experienced no major
problems or failures either directly or indirectly and as such there were no business interruptions caused by the date change.
Notwithstanding that the Company did not experience any major problems on the date change, management is monitoring this area and
will continue to do so to ensure that no major disruptions to business occur related to this matter.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since the majority of our
investments are in short-term instruments. Due to the nature of our short-term investments, we have concluded that there is no
material interest rate risk exposure and no quantitative tabular disclosures are required.



Risk Factors

We Have a Limited Operating History and Consequently Our Future Prospects are Difficult to Evaluate

We were incorporated in February 1994 and began shipping our products commercially in April 1996. We have only been shipping
products in volume since the second quarter of 1997. Because of our limited operating history and the uncertain nature of the rapidly
changing markets which we serve, we believe the prediction of future results of operations is difficult or impossible. Furthermore,
our prospects must be evaluated in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies
in the early stage of their development. We may not be successful in addressing these risks and our business strategy may not be
successful.

We Have a History of Losses, We Expect Future Losses and We Cannot Assure You That We Will Achieve or Maintain Profitability

We have incurred losses since we commenced operations in February 1994. We incurred net losses of $6.3 million in 1996, $11.5
million in 1997, $13.4 million in 1998 and $13.2 million in 1999. As of March 31, 2000, we had an accumulated deficit of $52.6
million. We have not achieved profitability and although our revenue has grown in recent quarters, we cannot be certain that we will
realize sufficient revenue to achieve profitability. Even if we do achieve profitability, we cannot assure you that we can sustain or
increase profitability on a quarterly or annual basis in the future. We may not generate a sufficient level of revenue to offset
these expenditures or be able to adjust spending in a timely manner to respond to any unanticipated decline in revenue. If revenue
grows slower than we anticipate, if gross margins do not improve or if operating expenditures exceed our expectations or cannot be
adjusted accordingly, we may continue to experience significant losses on a quarterly and annual basis.

We Expect to Continue to Experience Negative Cash Flow From Operations and May Be Unable to Meet Our Future Capital
Requirements Through the Issuance of Additional Securities

Since inception, we have experienced negative cash flow from operations and we expect to continue to experience negative cash
flow from operations for the foreseeable future. Therefore, we have relied primarily on issuances of equity securities to fund our
operations to date. Although we currently anticipate that our existing cash balances and available lines will be sufficient to meet
our anticipated needs for working capital and capital expenditures through at least the next 12 months, we may need to raise
additional funds prior to the expiration of such period. In particular, we may need to raise additional funds if our estimates of
revenue, working capital and/or capital expenditure requirements change or prove inaccurate, or in order for us to respond to
unforseen technological or marketing hurdles or to take advantage of unanticipated opportunities. We cannot be certain that
additional financing, through the issuance of equity securities or otherwise, will be available to us on favorable terms when
required, or at all. If adequate funds are not available, or are not available on acceptable terms, we may not be able to take
advantage of market opportunities, develop new products or otherwise respond to competitive pressures which could adversely affect
our ability to achieve and sustain positive cash flow and profitability in the future.





Our Financial Results from Period to Period May Fluctuate as a Result of Several Factors, Any of Which Could Adversely Affect
Our Stock Price

We believe that period to period comparisons of our operating results are not a good indication of our future performance. It is
possible that in some future periods our operating results may be below the expectations of public market analysts and investors. In
this event, the price of our common stock may fall. Our revenue and operating results may vary significantly from period to period
due to a number of factors, many of which are not in our control. These factors include:

> continued market acceptance of our products;fluctuations in demand for our products and services;variations in the timing of orders and shipments of our products;the timing of new product and service introductions by us or our
>     competitors;the mix of products sold and the mix of distribution channels through which they are sold;our ability to obtain sufficient supplies of sole or limited source components for our products;unfavorable changes in the prices of the components we purchase;our ability to achieve required cost reductions;our ability to attain and maintain production volumes and quality levels for our products; andour ability to integrate new technologies we develop or acquire into our products.

The amount and timing of our operating expenses generally will vary from quarter to quarter depending on the level of actual and
anticipated business activities. Research and development expenses will vary as we develop new products. General and administrative
expense fluctuations in past periods have been due primarily to the level of sales and marketing expenses associated with new product
introductions. In the past, we have experienced fluctuations in operating results. We have experienced sharply increased revenue in
periods that involved new product introductions and significant sales to OEMs, with equally sharp decreases in revenue in subsequent
periods as distributors and OEMs complete their inventory build-up process. Furthermore, we have a limited backlog of orders, and
revenue for any future quarter is difficult to predict. Supply, manufacturing or testing constraints could result in delays in the
delivery of our products. Any delay in the product deployment schedule of one or more of our new products would likely adversely
affect our operating results for a particular period.

We cannot assure you that we will be able to sustain or improve our gross margins in the future, or that we will be able to
offset future price declines with cost reductions. As a result, we may experience substantial period to period fluctuations in future
operating results and declines in gross margins. A variety of factors affect our gross margins, including the following:

> the type of distribution channel through which we sell our products;the volume of products manufactured;our product sales mix;the average selling prices of our products; andthe effectiveness of our cost reduction efforts.

We also anticipate that orders for our products may vary significantly from period to period. As a result, operating
expenditures and inventory levels in any given period could be disproportionately high. In some circumstances, customers may delay
purchasing our current products in favor of next-generation products, which could affect our operating results in any given period.





We May Experience Significant Variability in Our Quarterly Revenue Due to Our Reliance on Indirect Sales Channels and the
Variability of Our Sales Cycles

The timing of our revenue is difficult to predict because of our reliance on indirect sales channels and the length and
variability of our sales cycle. The length of our sales cycle may vary substantially from customer to customer depending upon the
size of the order and the distribution channel through which our products are sold. Sales from our distributors to our VARs typically
take one month to complete. Sales to our larger end-user accounts, who buy larger quantities of our products for distribution to
their multiple offices, typically take two to three months to complete and it typically takes nine months or more to establish volume
sales contracts with our OEMs. Furthermore, the purchase of our products by end-users often represents a significant and strategic
decision regarding their communications infrastructures and typically involves significant internal procedures associated with the
evaluation, testing, implementation and acceptance of new technologies. This evaluation process frequently results in a lengthy sales
process which is often subject to significant delays as a result of our customers' budgetary constraints and internal acceptance
reviews. If orders forecasted for a specific customer in a particular quarter do not occur in that quarter, our operating results for
that quarter could be adversely affected.

If a Distributor or OEM Cancels or Delays a Large Purchase, Our Revenue May Decline and the Price of Our Stock May Fall

To date, a limited number of distributors and OEMs have accounted for a significant portion of our revenue. If any of our major
distributors or OEMs stops or delays its purchase of our products, our revenue and profitability would be adversely affected. We
anticipate that sales of our products to relatively few customers will continue to account for a significant portion of our revenue.
In 1999, sales to Ingram Micro accounted for 26% of our revenue and sales to Tech Data accounted for 18% of our revenue. We cannot
assure you that our current customers will continue to place orders with us, that orders by existing customers will continue at the
levels of previous periods or that we will be able to obtain orders from new customers.

Because our expense levels are based on our expectations as to future revenue and to a large extent are fixed in the short term,
a substantial reduction or delay in sales of our products, unexpected returns from resellers or the loss of any significant
distributor, reseller or OEM could adversely affect our operating results and financial condition. Although our financial performance
depends on large orders from a few key distributors, resellers and OEMs, we do not have binding commitments from any of them. For
example:

> our distributors, resellers and OEMs can stop purchasing or marketing our products at any time;our reseller agreements generally are not exclusive and are for one year terms, with no obligation of the resellers to renew
> their agreements with us;our reseller agreements provide for discounts based on expected or actual volumes of products purchased or resold in a given
> period;our reseller and OEM agreements generally do not require minimum purchases; andour customers may, under certain circumstances, return products to us.

If We Fail To Develop and Expand Our Indirect Distribution Channels, Our Business Could Suffer

Our product distribution strategy focuses primarily on continuing to develop and expand our indirect distribution channels
through distributors, resellers and OEMs, as well as expanding our field sales organization. If we fail to develop and cultivate
relationships with significant resellers, or if these resellers are not successful in their sales efforts, our product sales may
decrease and our operating results may suffer. Many of our resellers also sell products that compete with our products. In addition,
our operating results will likely fluctuate significantly depending on the timing and amount of orders from our resellers. We cannot
assure you that our resellers will market our products effectively or continue to devote the resources necessary to provide us with
effective sales, marketing and technical support.

In order to support and develop leads for our indirect distribution channels, we plan to significantly expand our field sales
and support staff. We cannot assure you that this internal expansion will be successfully completed, that the cost of this expansion
will not exceed the revenue generated or that our expanded sales and support staff will be able to compete successfully against the
significantly more extensive and well-funded sales and marketing operations of many of our current or potential competitors. Our
inability to effectively establish our distribution channels or manage the expansion of our sales and support staff would adversely
affect our ability to grow and increase revenue.

Average Selling Prices of Our Products May Decrease, Which May Affect Our Gross Margins

The average selling prices for our products may be lower than expected as a result of competitive pricing pressures, promotional
programs and customers who negotiate price reductions in exchange for longer term purchase commitments. The pricing of products sold
to our OEMs depends on the specific features and functions of the product, the degree of integration with the OEM's products,
purchase volumes and the level of sales and service support. Generally, the market has reflected pricing pressures for both ISDN and
analog based products and we expect such price pressures from competition to continue in the future. Additionally, we have seen
aggressive pricing in the market for DSL-based products and with the higher cost per unit to manufacture than the ISDN and analog
products, we may experience gross margin percentage reductions as we move our portfolio of products to a higher mix of DSL-based
products. As such, we cannot assure you that we will be successful in developing and introducing on a timely basis new products with
enhanced features that can be sold at higher gross margins.

If We Are Unable to Lower the Cost of Our Products, Purchasers May Buy From Our Competitors and Our Financial Results Would
Suffer

Certain of our competitors currently offer Internet access products at prices lower than ours. Market acceptance of our products
will depend in part on reductions in the unit cost of our products. Our cost reduction efforts may not allow us to keep pace with
competitive pricing pressures or lead to improved gross margins. Many of our competitors are larger and manufacture products in
significantly greater quantities than we intend to for the foreseeable future. Consequently, these competitors have more leverage in
obtaining favorable pricing from suppliers and manufacturers. In order to remain competitive, we must reduce the cost of
manufacturing our products through design and engineering changes. We may not be successful in redesigning our products. Even if we
are successful, our redesign may be delayed or may contain significant errors and product defects. In addition, any redesign may not
result in sufficient cost reductions to allow us to significantly reduce the list price of our products or improve our gross margins.
Reductions in our manufacturing costs will require us to use more highly integrated components in future products and may require us
to enter into high volume or long-term purchase or manufacturing agreements. Volume purchase or manufacturing agreements may not be
available on acceptable terms. We could incur expenses without related revenue if we enter into a high volume or long-term purchase
or manufacturing agreement and then decide that we cannot use the products or services offered by such agreement.

Our Market Is In An Early Stage of Development and Our Products May Not Achieve Widespread Market Acceptance

Our success will depend upon the widespread commercial acceptance of shared Internet access products by small offices. Small
offices have only recently begun to deploy shared Internet access products, and the market for these products is not fully developed.
If the single Internet access devices, such as analog modems or ISDN, DSL and cable modems, currently utilized by many small offices
are deemed sufficient even though they do not enable shared access, then the market acceptance of our products may be slower than
expected. Potential users of our products may have concerns regarding the security, reliability, cost, ease of use and capability of
our products. We cannot accurately predict the future growth rate or the ultimate size of the small office market for shared Internet
access solutions.

We Depend on Contract Manufacturers for Substantially All of Our Manufacturing Requirements and We May Be Unable to
Successfully Expand Our Manufacturing Operations as We Grow

We have developed a highly out-source contract manufacturing capability for the production of our products. Therefore, we rely
on third party contract manufacturers to procure components, assemble, test and package our products. Our primary turn-key
manufacturing partners are Micron Custom Manufacturing Services, Inc., Discopy Labs Corporation and SMT Unlimited, Inc. Any
interruption in the operations of one or more of these contract manufacturers or delays in their shipment of products would adversely
affect our ability to meet scheduled product deliveries to our customers.

We intend to regularly introduce new products and product enhancements that will require that we rapidly achieve volume
production by coordinating our efforts with those of our suppliers and contract manufacturers. The inability of our contract
manufacturers to provide us with adequate supplies of high quality products or the loss of any of our contract manufacturers would
cause a delay in our ability to fulfill orders while we obtain a replacement manufacturer. In addition, our inability to accurately
forecast the actual demand for our products could result in supply, manufacturing or testing capacity constraints. These constraints
could result in delays in the delivery of our products or the loss of existing or potential customers.

Although we perform random spot testing on manufactured products, we rely on our contract manufacturers for assembly and primary
testing of our products. Any product shortages or quality assurance problems could increase the costs of manufacturing, assembling or
testing our products.



We Purchase Several Key Components of Our Products from Sole or Limited Sources and Could Lose Sales If These Sources Fail to
Satisfy Our Supply Requirements

We currently purchase several key components used in the manufacture of our products from sole or limited sources and are
dependent upon supply from these sources to meet our needs. We are likely to encounter shortages and delays in obtaining components
in the future which could adversely affect our ability to meet customer orders. Our principal sole sourced components include
microprocessors, line interface integrated circuits, modem integrated circuits, DRAMs, transformers, selected other integrated
circuits, and plastic tooled enclosures.

We use a rolling six-month forecast based on anticipated product orders to determine our material requirements. Lead times for
materials and components we order vary significantly, and depend on factors such as specific supplier, contract terms and demand for
a component at a given time. Our components that have long lead times include power converters, ISDN integrated circuits, DSL
integrated circuits, flash memories, DRAMs and SRAMs. If orders do not match forecasts, we may have excess or inadequate inventory of
certain materials and components, which could harm our business.

Although we enter, either directly or through our contract manufacturers, into purchase orders with our suppliers for components
based on our forecasts, we do not have any guaranteed supply arrangements with these suppliers. Any extended interruption in the
supply of any of the key components currently obtained from a sole or limited source could affect our ability to meet scheduled
product deliveries to customers. We cannot assure you that, as our demand for these components increases, we will be able to obtain
these components in a timely manner in the future. In addition, financial or other difficulties facing our suppliers or significant
worldwide demand for the components they provide could adversely affect the availability of these components. If we are unable to
obtain, either directly or through our contract manufacturers, a sufficient supply of components from our current sources, we could
experience difficulties in obtaining alternative sources or in altering product designs to use alternative components. Resulting
delays or reductions in product shipments could damage customer relationships. Further, we may also be subject to increases in
component costs.

The Market in Which We Sell Our Products is Intensely Competitive and Our Business Would Be Adversely Affected If We Lose
Market Share or Otherwise Fail to Successfully Compete in This Market

We compete in a new, rapidly evolving and highly competitive market. We expect competition to persist and intensify in the
future. Our current and potential competitors offer a variety of competitive products, including shared Internet access devices such
as the products offered by 3Com, thin servers, and high-end networking equipment such as routers and switches offered by companies
such as Lucent, Cisco, Intel, Efficient and Netopia.

Many of our competitors are substantially larger than we are and have significantly greater financial, sales and marketing,
technical, manufacturing and other resources and more established distribution channels. These competitors may be able to respond
more rapidly to new or emerging technologies and changes in customer requirements or devote greater resources to the development,
promotion and sale of their products than we can. Furthermore, some of our competitors may make strategic acquisitions or establish
cooperative relationships among themselves or with third parties to increase their ability to rapidly gain market share by addressing
the needs of our prospective customers. These competitors may enter our existing or future markets with solutions that may be less
expensive, provide higher performance or additional features or be introduced earlier than our solutions. Given the market
opportunity in the shared Internet access market, we also expect that other companies may enter our market with better products and
technologies. If any technology that is competing with ours is more reliable, faster, less expensive or has other advantages over our
technology, then the demand for our products and services would decrease, which would seriously harm our business.

We expect our competitors to continue to improve the performance of their current products and introduce new products or new
technologies as industry standards and customer requirements evolve that may supplant or provide lower cost alternatives to our
products. Successful new product introductions or enhancements by our competitors could reduce the sales or market acceptance of our
products and services, perpetuate intense price competition or make our products obsolete. To be competitive, we must continue to
invest significant resources in research and development, sales and marketing and customer support. We cannot be sure that we will
have sufficient resources to make such investments or that we will be able to make the technological advances necessary to be
competitive. As a result, we may not be able to compete effectively against our competitors. Our failure to maintain and enhance our
competitive position within the market may seriously harm our business.

Increased competition is likely to result in price reductions, reduced gross margins, longer sales cycles and loss of market
share, any of which would seriously harm our business and results of operations. We cannot be certain that we will be able to compete
successfully against current or future competitors or that competitive pressures will not seriously harm our business.



If We Fail to Enhance Our Existing Products or Develop and Introduce New Products and Features in a Timely Manner to Meet
Changing Customer Requirements and Emerging Industry Standards, Our Ability to Grow Our Business Will Suffer

The market for shared Internet access solutions is characterized by rapidly changing technologies and short product life cycles.
Our future success will depend in large part upon our ability to:

> identify and respond to emerging technological trends in the market;develop and maintain competitive products;enhance our products by adding innovative features that differentiate our products from those of our competitors;bring products to market on a timely basis at competitive prices;respond effectively to new technological changes or new product announcements by  others; andrespond to emerging broadband access technologies such as DSL and cable modems.

We will not be competitive unless we continually introduce new products and product enhancements that meet these emerging
standards. In the future, we may not be able to effectively address the compatibility and interoperability issues that arise as a
result of technological changes and evolving industry standards.

The technical innovations required for us to remain competitive are inherently complex, require long development cycles and are
dependent in some cases on sole source suppliers. We will be required to continue to invest in research and development in order to
attempt to maintain and enhance our existing technologies and products, but we may not have the funds available to do so. Even if we
have sufficient funds, these investments may not serve the needs of customers or be compatible with changing technological
requirements or standards. Most development expenses must be incurred before the technical feasibility or commercial viability of new
or enhanced products can be ascertained. Revenue from future products or product enhancements may not be sufficient to recover the
associated development costs.



We Have Experienced Significant Growth in our Business in Recent Periods and Our Failure to Effectively Manage This Growth Will
Adversely Affect Our Business

We have rapidly and significantly expanded our operations in recent periods and anticipate that further significant expansion
will be required to address potential growth in our customer base and market opportunities. This expansion has placed, and is
expected to continue to place, significant strain on our engineering, managerial, administrative, operational, financial and
marketing resources, and increased demands on our systems and controls. To exploit the market for our products, we must develop new
and enhanced products while managing anticipated growth in sales by implementing effective planning and operating processes. To
manage the anticipated growth of our operations, we will need to:

> improve existing and implement new operational, financial and management information controls, reporting systems and procedures;hire, train and manage additional qualified personnel;continue to expand and upgrade our core technologies; andeffectively manage multiple relationships with our customers, suppliers, distributors and other third parties.

We cannot assure you that we will be able to effectively manage the expansion of our operations, that our systems, procedures or
controls will be adequate to support our operations or that the executive management team will be able to achieve the rapid execution
necessary to fully exploit the market opportunity for our products and services.  Any failure to effectively manage our growth could
harm our business.

We Depend on Our Key Personnel Who May Not Continue to Work For Us

Our future success depends in large part upon the continued services of our key technical, sales and senior management
personnel, none of whom is bound by an employment agreement. The loss of any of our senior management or other key research,
development, sales and marketing personnel, particularly if lost to competitors, could harm our business. In particular, the services
of Mahesh Veerina, President and Chief Executive Officer, would be difficult to replace.

We expect that we will need to hire additional personnel in all areas. The competition for qualified personnel in our industry
is intense, particularly in the San Francisco Bay Area where our corporate headquarters are located and in Hyderabad, India where we
conduct a significant portion of our research and development operations. At times, we have experienced difficulty in hiring and
retaining personnel with appropriate qualifications, particularly in technical areas. If we do not succeed in attracting new
personnel, or retaining and motivating existing personnel, our business will be adversely affected.



If We Do Not Provide Adequate Product Support and Training to Our Resellers Our Sales Could Be Adversely Affected

Our ability to achieve our planned sales growth, retain current and future customers and expand our network of resellers will
depend in part upon the quality of our customer service and product support operations. We rely primarily on our resellers to provide
the product support and training required by our customers particularly during the initial deployment and implementation of our
products. We may not have adequate personnel to provide the levels of support and product training our resellers may require during
initial product deployment or on an ongoing basis to adequately support our customers. We also provide direct customer service and
support to the end-users of our products. Our inability to provide sufficient support to our customers and resellers could delay or
prevent the successful deployment of our products and could reduce our overall sales volumes. In addition, our failure to provide
adequate support could adversely impact our reputation and our relationships with customers and resellers and could prevent us from
gaining new customers or expanding our reseller network.



If Our Products Contain Undetected Defects and Errors We Could Incur Significant Unexpected Expenses, Experience Product
Returns and Lost Sales, and Be Subject to Product Liability Claims



Our products are complex and may contain undetected defects, errors or failures, particularly when first introduced or as new
enhancements and versions are released. We cannot assure you that, despite our testing procedures, defects and errors will not be
found in new products or in new versions or enhancements of existing products after commencement of commercial shipments. Any defects
or errors in our products discovered in the future could result in adverse customer reactions, negative publicity regarding us and
our products, delays in market acceptance of our products, product returns, lost sales and unexpected expenses.

Sales and support of our products generally involve the risk of product liability claims. Although our customer license
agreements typically contain provisions designed to limit our exposure to these claims, it is possible that these limitation of
liability provisions may not be effective as a result of federal, state or local laws or ordinances or unfavorable judicial
decisions. A successful product liability claim brought against us could harm our business.



If We Are Not Successful in Expanding Our Business in International Markets, Our Growth Will Suffer

As part of our strategy to address the global needs of our customers and partners, we have committed significant resources to
opening international offices and expanding our international sales and support channels in advance of revenue. We cannot assure you
that our efforts to develop international sales and support channels will be successful. Moreover, international sales are subject to
a number of risks, including changes in foreign government regulations and communications standards, export license requirements,
tariffs and taxes, other trade barriers, difficulty in collecting accounts receivable, difficulty in managing foreign operations, and
political and economic instability. To the extent our customers may be impacted by currency devaluations or general economic crises,
the ability of these customers to purchase our products could be adversely affected. Payment cycles for international customers are
typically longer than those for customers in the United States. We cannot assure you that foreign markets for our products will not
develop more slowly than currently anticipated. In addition, if the relative value of the U.S. dollar in comparison to the currency
of our foreign customers should increase, the resulting effective price increase of our products to these foreign customers could
result in decreased sales.

We anticipate that our foreign sales will generally be invoiced in U.S. dollars and, accordingly, we do not currently plan to
engage in foreign currency hedging transactions. However, as we expand our international operations, we may allow payment in foreign
currencies and exposure to losses in foreign currency transactions may increase. We may choose to limit any currency exposure through
the purchase of forward foreign exchange contracts or other hedging strategies. We cannot assure you that any currency hedging
strategy we may adopt would be successful in avoiding exchange related losses.



If Political, Social or Economic Developments in India Adversely Affect Our Research and Development Operations in India, Our
Ability to Introduce New and Enhanced Products Would Be Harmed and Our Sales May Suffer

Our wholly-owned subsidiary, Ramp Networks Private Limited, is incorporated in India and a substantial number of our research and
development personnel are located in India. Consequently, our business may be affected by changes in exchange rates and controls,
interest rates, government of India policies, including taxation policy, as well as political, social and economic developments
affecting India.

In the past, the government of India has adopted policies that have resulted in the nationalization of some industries. We
cannot assure you that economic policies adopted by the government of India will not result in the expropriation of our business
activities in India or otherwise impair or prohibit our current research and development operations in India. Furthermore, there is
increasing competition for experienced engineers in India and we cannot assure you that we will be successful in attracting and
retaining sufficient engineering personnel to support our research and development operations in India which we expect to expand in
the future.

Our Products Must Comply With Complex Government Regulations Which May Prevent Us From Sustaining Our Revenue or Achieving
Profitability

In the United States, our products must comply with various regulations and standards defined by the Federal Communications
Commission and Underwriters Laboratories. Internationally, products that we develop may be required to comply with standards
established by telecommunications authorities in various countries as well as with recommendations of the International
Telecommunications Union. If we fail to obtain timely domestic or foreign regulatory approvals or certificates, we would not be able
to sell our products where these regulations apply, which may prevent us from sustaining our revenue or achieving profitability.

If Internet Usage Declines or the Internet Infrastructure Is Not Adequately Maintained and Expanded, Demand for Our Products
May Decline

The Internet has recently begun to develop and is rapidly evolving. As a result, the commercial market for products designed to
enable high-speed access to the Internet has only recently begun to develop. Our success will depend in large part on increased use
of the Internet and other networks based on Internet protocol by corporate telecommuters and small offices. Critical issues
concerning the commercial use of the Internet remain unresolved and are likely to affect the development of the market for our
products. These issues include security, reliability, cost, ease of access, government regulation and quality of service. The
adoption of the Internet for commerce and communications, particularly by enterprises that have historically relied upon alternative
means of commerce and communications, generally requires the acceptance of a new method of conducting business and exchanging
information. The recent growth in the use of the Internet has caused frequent periods of performance degradation that have prompted
efforts to upgrade the Internet infrastructure. Any perceived degradation in the performance of the Internet as a whole could
undermine the benefits of our products. Potentially increased performance and other benefits provided by our products and the
products of others are ultimately limited by, and are reliant upon, the speed and reliability of the Internet backbone itself.
Consequently, the emergence and growth of the market for our products will depend on improvements being made to the entire Internet
infrastructure to alleviate overloading and congestion.

If We Are Unable to Adequately Protect Our Intellectual Property Rights Other Companies May Use our Intellectual Property to
Develop Competitive Products that May Reduce Demand for Our Products

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our
intellectual property rights. We cannot assure you that any issued or pending patents will protect our intellectual property or that
they will not be challenged by third parties. Furthermore, there can be no assurance that others will not independently develop
similar or competing technology or design around any patents that may be issued.

We also enter into confidentiality or license agreements with our employees, consultants and corporate partners, and control
access to and distribution of our software, documentation and other proprietary information. In addition, we provide our products to
end-users primarily under "shrink-wrap" license agreements included in the packaging. These agreements are not negotiated with or
signed by the licensee, and thus these agreements may not be enforceable in some jurisdictions. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. We cannot assure
you that these precautions will prevent misappropriation or infringement of our intellectual property. Monitoring unauthorized use of
our products is difficult, and we cannot assure you that the steps we have taken will prevent misappropriation of our technology,
particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States.

Some of our OEM agreements also provide manufacturing rights and access to our intellectual property and source code upon the
occurrence of specified conditions of default. If we were to default on these agreements, our OEMs could use our intellectual
property and source code to develop and manufacture competing products, which would adversely affect our performance and ability to
compete.

We May Be Subject to Intellectual Property Infringement Claims That are Costly to Defend and Could Limit our Ability to Use
Certain Technologies in the Future

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding
patent and other intellectual property rights. In particular, leading companies in the data communications and networking markets
have extensive patent portfolios with respect to modem and networking technology. From time to time, third parties, including these
leading companies, have asserted and may assert exclusive patent, copyright, trademark and other intellectual property rights to
technologies and related standards that are important to us. We expect that we may increasingly be subject to infringement claims as
the numbers of products and competitors in the small office market for shared Internet access solutions grow and the functionality of
products overlaps.

In March 1999, we received a letter from NovaWeb Technologies, Inc. (NovaWeb) alleging that certain of our products may infringe
one of NovaWeb's patents pertaining to intelligent modem bonding technology. On May 21, 1999, NovaWeb filed a complaint in the United
States District Court Northern District of California against us alleging infringement of this patent. In February, 2000 the Company
and Novaweb signed a Settlement and Patent License Agreement whereby the Company will pay NovaWeb a 1% royalty on net sales of
certain of the Company's products commencing February 15, 2000. As consideration , the Company pre-paid to NovaWeb $350,000 in future
royalties. The maximum royalty payable under this non-exclusive worldwide license agreement is $1,500,000. In relation to this
agreement, NovaWeb has filed a dismissal for all claims.

We may in the future initiate claims or litigation against third parties for infringement of our proprietary rights to determine
the scope and validity of our proprietary rights. Any such claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of technical and management personnel, or require us to develop non-infringing technology or enter into
royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on acceptable terms, if at
all. In the event of a successful claim of infringement and our failure or inability to develop non-infringing technology or license
the proprietary rights on a timely basis, our business would be harmed.

Any Acquisitions We Make Could Adversely Affect Our Business

As part of our business strategy, we expect to review acquisition prospects that would complement our existing business or
enhance our technological capabilities. Future acquisitions by us could result in large and immediate write-offs, the incurrence of
debt and contingent liabilities or amortization expenses related to goodwill and other intangible assets, any of which could
materially and adversely affect our results of operations. Furthermore, acquisitions entail numerous risks and uncertainties,
including:

> difficulties in the assimilation of operations, personnel, technologies, products and the information systems of the
> acquired companies;diversion of management's attention from other business concerns;risks of entering geographic and business markets in which we have no or limited prior experience; andpotential loss of key employees of acquired organizations.

Although we do not currently have any agreement with respect to any material acquisitions, we may make acquisitions of
complementary businesses, products or technologies in the future. We cannot be certain that we would be able to successfully
integrate any businesses, products, technologies or personnel that might be acquired in the future, and our failure to do so could
adversely affect our business.

Future Issuances of Additional Securities May Adversely Affect Our Stockholders

In the future, we may be required to raise additional funds through the issuance of equity, equity-related or debt securities to
take advantage of market opportunities, develop new products, pursue acquisition opportunities or otherwise respond to competitive
pressures. The issuance of additional securities may be dilutive to our existing stockholders. Furthermore, securities we may issue
in the future could have rights, preferences or privileges senior to those of our existing stockholders.



Stock market volatility

The stock market in general has experienced volatility that often has been unrelated to the operating performance of particular
companies. These broad market and industry fluctuations may adversely affect the trading price of our common stock, regardless of our
actual operating performance. As a result, Ramp's stock price may be extremely volatile.

PART II.	OTHER INFORMATION

ITEM 1.  Legal Proceedings

See "Risk factors--We May Be Subject to Intellectual Property Infringement Claims That are Costly to
Defend and Could Limit our Ability to Use Certain Technologies in the Future".

On October 13th, 1999, the Company and certain former employees of the Company appeared in the United States District
Court Northern District of California in San Jose and agreed to a settlement of claims made by the former employees in exchange for
cash and  shares of common stock of the Company. The dispute between the parties was associated with the prior acquisition by the
Company of certain technologies and assets in June 1998. The estimated cost associated with this settlement was included in the Legal
and severance cost charge included in the Statement of Operations for the year ended December 31, 1999. The parties to the dispute
signed a settlement agreement on January 10, 2000 and the dispute was formally dismissed on February 7, 2000. During the three months
ended March 31, 2000 a total of 29,882 shares of stock were issued in accordance with this settlement.

In March 1999, the Company received a letter from NovaWeb Technologies , Inc. (NovaWeb) alleging that certain of the Company's
products may have infringed on NovaWeb's patents pertaining to intelligent modem bonding technology. On May 21, 1999, NovaWeb filed a
complaint in the United States District Court Northern District of California against the Company alleging infringement of this
patent. In February 2000, the Company and NovaWeb signed a Settlement and Patent License Agreement whereby the Company will pay
NovaWeb a 1% royalty on net sales of certain of the Company's products commencing February 15, 2000. As consideration, the Company
paid NovaWeb $350,000 as a prepayment for future royalties. The maximum cumulative royalty payable under this non-exclusive worldwide
license agreement is $1,500,000. In relation to this agreement NovaWeb has filed a dismissal for all claims.

Additionally, from time to time the Company is involved in certain other legal proceedings in the ordinary course of business.
None of such proceedings are expected to have a material adverse impact on the Company's business, results of operations or financial
condition.

ITEM 2. Changes in Securities and Use Of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Securityholders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

1. The following exhibits are filed as part of this report:

27.01	Financial Data schedule (For Edgar filing only)

(b) There were no other reports on Form 8-K filed during the quarter ended March 31, 2000

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**Ramp Networks, Inc.

                                   SIGNATURES**

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.

Dated: May 10, 2000



| |                    
| | -------------------
| | Ramp Networks, Inc.

| |             
| | ------------
| | (Registrant)



| |     |                  
| | --- | -----------------
| | By: | /s/  TERRY GIBSON

| |                                                                         
| | ------------------------------------------------------------------------
| |                                                                         
| | Terry Gibson                                                            
| | Vice President and Chief Financial Officer                              
| | (Duly Authorized Officer and Principal Financial and Accounting Officer)

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